UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10KSB
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
The Securities Exchange Act of 1934 [NO FEE REQUIRED]
For the transition period from To
Commission file number 0-27728
CALDERA CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-3243555
(State of Incorporation) (IRS Employer ID Number)
Post Office Box 1632, Daytona Beach, FL 32115-1632
444 Seabreeze Avenue, Suite 435, Daytona Beach, Florida 32118
(Address of principal executive offices and Zip Code)
Securities registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Common Stock, Par Value $0.0025 Not Applicable
Securities to be registered pursuant to 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
None None
Check whether the Issuer (1) filed all reports required to
be filed by section 13 or 15(d) of the Exchange Act during the
past 12 months ( or such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. (1) yes [ ] No [X] (2)
Yes[X] No [ ].
Check if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
<PAGE>
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State the issuer's revenues for its most recent fiscal year -$0-
State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days: There is
no market in the Company's stock.
As of December 31, 1996, the Registrant had 16,250,000 shares of
common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the part of the form 10-KSB (e.g., part I, part II,
etc.) into which the document is incorporated: (1) Any annual
report to security holders; (2) Any proxy or other information
statement; and (3) Any prospectus filed pursuant to rule 424(b)
or c under the Securities Act of 1933. NONE
<PAGE>
PART I
Item 1. Description of Business
General
This Form 10-KSB has been delinquent since March 15, 1997. No
stock sales
have occurred during the period of delinquency. Filed
simultaneously herewith
are the 10QSBs for the two quarters ending June 30, 1997. All
three
documents must be read together and considered in light of all
other reports
filed by the Company, particularly reports being filed for
subsequent periods.
Subsequent significant event: The stockholders have voted at the
annual
stockholder meeting on April 26, 1997 to vend out all assets of
the Company in
return for assumption of all of the Company's liabilities thus
rendering the
Company totally inactive. At the annual meeting of shareholders
held April 26,
1997 at Daytona Beach, Florida the shareholders voted:
a. To vend out the assets of the Company to Au
International, Inc. in
return for the assumption of all of the Company's liabilities by
Au
International, Inc. Said vote was by all 11,944,500 shares
present.
b. To elect only three directors. Said vote was by all
11,944,500 shares present.
c. To reverse split the stock 100 to 1 effective date of
June 30 1997. There being 166,250 shares outstanding after the
split. Said
vote was by all 11,944,500 shares present.
Caldera Corporation, (Formerly Sky Freight, Inc.), the
"Registrant" or the "Company", is a Florida corporation which
became public when its Offering Statement under Regulation A
filed with the Securities and Exchange Commission became
effective on September 26, 1981 and closed on December 26, 1981
(as Sky Freight, Inc ). On May 3, 1994, Sky Freight, Inc.
changed its name to Caldera Corporation. Sky Freight,
Inc., amended its Certificate of Incorporation to effect said
change of name to Caldera Corporation on the same date.
The Company
Prior to the First day of February, 1986, the Company was engaged
in the business of operating a cargo airline based in Miami,
Florida. There was a total of 49,280,000 shares issued bearing
the Sky Freight, Inc. name.
Due to illness of the Chief Executive Officer of the Company, Mr
Eugene G Harris of Miami, Florida the Company ceased doing
business on or about February 1, 1986. At that time it
liquidated its assets and paid all of its liabilities. The
Company, then having no assets, no liabilities, and no business,
became dormant.
<PAGE>
On May 3, 1994 the Company reverse split its common stock (five
shares of the old stock became one share of the new common stock,
par value of $0.0025). The Company then was recapitalized so
that the number of authorized common shares was increased to Two
Hundred Million (200,000,000) shares having a par value of
$0.0025 each. The name of the Company was changed to Caldera
Corporation, Inc.
On August 19, 1994 the Company acquired options on certain gold
mining claims, described in Item 3 "Property" hereinafter, for a
total price of $2,750,000 payable in shares of the common stock
of Caldera Corporation, par value $0.0025, at the arbitrarily
assumed price of $1.00 per share, upon exercising the option.
The Company's stock has no market value. The Company has issued
the stock and paid certain rental fees in the amount of $41,560
required to exercise the options but the closings have been
postponed by mutual agreement of the parties. This property will
be explored to determine if, and where, minerals mining may be
proven to be warranted on the property.
The Company's executive offices are located at 444 Seabreeze
Boulevard, Suite 435, Daytona Beach, Florida 32118. The telephone
number is (904) 254-2920, and the fax number is (904) 254-3104.
The mailing address is P.O. Box 1632, Daytona Beach, Florida
32115-1632.
The Company is inactive until such time as capital is raised for
exploration. The Company cannot raise capital for mining until
the litigation concerning the Alaskan properties is concluded.
See Legal Proceedings.
General information about industry segments
The Company operated from 1980 to 1986 under the name of Sky
Freight, Inc., as an air freight carrier. At this time the
Company will operate as a precious metals exploration Company.
The principal metal the Company will be seeking is gold. Gold is
generally mined in two ways and thus the exploration for each
type of deposit is different:
a. Placer mining, in which gold is generally found in river
beds in which it has been washed down from gold ore deposits in
the form of nuggets and/or gold dust. The exploration for placer
deposits includes the search for microfine gold. This
<PAGE>
exploration generally relies on some drilling but more on bulk
sampling by moving large amounts of head material through a
concentration process. It should be noted that it is not
possible to estimate accurately the amount of gold in any placer
deposit.
b. The mining of gold from veins which are usually found in
mountainous areas. Gold veins are explored almost exclusively
by drilling. The contents of this type mine can be fairly
accurately determined.
At this time the Company has not carried out enough exploration
to determine the potential gold content of either of the
properties upon which the Company has an option.
Narrative description of the business
The Company is currently in the exploration stage, and, even
though its properties in Alaska and Chile indicate mineralization
of gold and other minerals, there is no assurance that a
commercially viable mineralized deposit exists on either of the
properties until further geologic work and economic feasibility
studies based upon such work can be completed.
The registrant has no patents, trademarks, licenses, franchises
or concessions other than the aforementioned option mining
leases.
The location of the Alaskan and Chilean mining claims of the
Company will make it necessary to conduct most of the exploration
activities from early spring through late fall of each year.
Compliance with environmental regulations is a major factor in
mining gold. Often mining permits cannot be obtained because of
environmental considerations.
Presently the Corporate officers, Mr Donald S Thayer, Mr Richard
R Cook and Mr James A Thumser are staffing the office and
performing management functions without compensation. Until such
time as the Company raises sufficient operating capital this
arrangement will continue. None of the Company's Officers or
Directors have received any payment from the Company for their
services to the Company through the effective date of this
document. The number of persons to be employed in the future
depends upon whether the Company is able to fund its exploration
plans. Secretarial and other support services to the Company
have been provided on a subcontract basis.
The Company is inactive until such time as capital is raised for
exploration. Because of the lack of capital there is no plan for
exploration in the coming year. The Company cannot raise capital
<PAGE>
for mining until the litigation concerning the Alaskan properties
is concluded. See Legal Item 3 Proceedings.
Legal proceedings
The Company is currently involved in litigation concerning a
significant number of its claims. An unfavorable outcome could
result in the loss of these claims. Please see Item 3 Legal
Proceedings for complete details.
ITEM 2. DESCRIPTION OF PROPERTY
None of the Company's properties contain any proven reserves.
The Company has acquired from Au International, Inc. leases on
7,320 acres of mining claims along the Lewis River near Mount
Susitna in the Matanuska-Susitna Borough across the Cook Inlet,
approximately thirty two miles westnorthwest of the western city
limits of Anchorage, Alaska. There are three aircraft landing
strips within six miles to the north and south of the claims, and
the immediate area is served by several gravel roads that have
been constructed by oil companies who hold the petroleum rights
beneath the mineral rights held by the Company. These claims are
leased from the claim holder, Kin-Alaska Partnership. Kin-Alaska
is not affiliated in any way with Au International or the
company. There are forty-five more years left on these leases.
Natural gas and electricity are available on the property as well
as abundant sources of water. The leases also give the lessee
the right to alienate the claims by paying the claim holder 12%
of the net sale proceeds. It should be noted, that in addition
to this Twelve (12%) percent that the Company is obligated to
pay, an additional Four (4%) percent of the net sale proceeds of
any mining is payable to Au International, Inc., from whom the
Company acquired the leases.
It should also be noted that Mr Richard R Cook, Dr Edwin T
Presley, Mr Darold Schonsheck, Mr Jack Spencer, Mr James A
Thumser and Mr Donald S Thayer, directors of the Company, are
also directors of Au International, Inc., from whom the leases
were obtained. Although they do not have voting control of Au
based upon the number of shares owned, they do constitute a
majority of Au's Board of Directors. Please see the Au
ownership table at page 32. The leases were purchased for
2,500,000 shares of common stock of Caldera Corporation. The
Company placed a Value of $1.00 per share on this stock (for
discussion purposes only.) The cost of these leases is carried
on the books of the company at the stock's par value. This
purchase price was arrived at by bargaining between the parties.
The expertise of the Company's President, Mr. LaMoure, and the
history and testing results as set out herein were the dominant
factors in arriving at a price.
<PAGE>
ALASKA
HISTORY OF EXPLORATION AND DEVELOPMENT OF THE AREA
An Alaska heritage resource study has identified numerous
historic, prehistoric, or archaeological sites located in or near
Caldera's leasehold area. These sites are primarily of caches,
houses, or hidden depressions from historical Eskimo and Indian
settlements or are related to early Russian exploration and
settlements in the region.
The native residents of Tyonek village are descendants of the
Tanaina Indians. The Tanaina Indians are thought to have
migrated into the upper Cook Inlet area during the mid-17th
century to the late 18th century. Although it is believed that
the Alaska natives did not attempt to recover gold for ornamental
or monetary purposes, the Tanaina Indians traded goods and food
stuffs for native copper with the Copper River Indians (Federova,
1973). This early trading provided native copper nuggets and
primitive copper tools for the local Indians.
Russian Exploration
The extent of Russian exploration of the area is not well
documented in English literature, however, it is known that the
native Indians of the area possessed iron knives and other
implements not part of their culture at the time the first
European explorers entered the region in 1778. This implies that
Russian traders frequented the area prior to that time. Spurr
(1898) indicated that the Russian Malakoff explored the region in
1834. Maps from that era were found to be inaccurate, suggesting
that Malakoff may have actually explored other parts of southern
Alaska.
Spurr also indicated that early American prospectors reported
signs of pits, trenches, and tree carvings that were possibly
attributed to Russian prospectors active in the area in the
1860s. During recent visits to Anchorage by representatives of
the Russian mining industry, it is said that Russian archives
describe small scale mining activities in the area during the
1850s and 1860s (R. Flounders, personal comment).
Early American Exploration
The United States purchased Alaska from Russia in 1867. A fur
trading Company was established near the village of Old Tyonek in
1875 and a trading post was established by C.C. Ladd near the
mouth of the Chulitna River in the early 1890s. Various gold
rushes between 1895 and 1905 brought many miners and prospectors
through the region. Tyonek was an important layover for
<PAGE>
thousands of miners headed for the interior of Alaska during that
time. Coal was mined in the region to fuel steamboats traveling
in and out of Cook Inlet.
The first U.S. Geological Survey crew to work in the Cook Inlet
area was headed by Spurr. The crew went to Tyonek in 1898 to map
the vicinity near Tyonek and to explore the route into the
Skwentna River region (Spurr, 1898). Spurr mentions prior
activity in the region by prospectors named P.G. Shell and J.M.
Johnson who explored the region in 1887 and 1894, respectively,
both of whom reported having found gold in many places to the
north of the subject area. Other prospectors are reported to
have worked in the Beluga River area in 1896 where fine gold was
reported from bars and streams in the area.
Early Prospecting
Brooks (1917) states that an attempt to mine gold from the
sediments of Beluga River by hydraulic methods occurred in 1902.
Some drilling for dredging ground was also carried out in the
same area in 1909, but a dredge was apparently not installed and
the results of the drilling are not known.
According to Brooks, mining activity employing about 30 men
occurred at several places in the Lewis River drainage area in
1916. In the lower portion of the Lewis River canyon on the
Daisy and Bessie claims, a hydraulic plant was reportedly
installed. Gold mined at that location is said to have been
coarse and rough, with one $3 nugget (about 0.2 ounce) having
been found during that season. Bedrock in the immediate area was
reported to be Tertiary conglomerate. In that same year, on the
Granite claim, an open cut was put down by hand digging to a
depth of 18 feet, but bedrock was not reached. Good prospects
were said to have been found. The gold was reported to be fine
but angular with quartz attached to the larger pieces. Bedrock
in the immediate area of this activity was reported to be
granite. Placer gold was apparently found all the way up the
Lewis River canyon to the valley between Mount Susitna and Little
Mount Susitna. In total, more than $2,000 worth of gold (about
125 ounces) was recovered from the area in 1916.
Placer drilling was reported to have been conducted near the
mouth of Lewis River canyon in 1916. A total of 36 holes were
said to have been drilled there and an undisclosed bedrock was
reportedly encountered between 12 and 22 feet deep. The results
of the drilling were not known. No other reports of mining or
prospecting are known to exist in the USGS literature subsequent
to the activity reported by Brooks in 1916.
<PAGE>
It is noteworthy that no placer drilling has occurred on the
subject claims or on adjacent claims since the work reported in
1916.
Recent Exploration
There is little recorded information pertaining to minerals
exploration activities in the study area between the period
following the drilling activities described above and the time of
staking the claims of the Company. Research into the historical
federal claim activity may disclose that portions of the Lewis
and Theodore Rivers were staked by persons unknown during the
1930s and 1940s. Aerial and ground reconnaissance of the area
has disclosed evidence of ditches and water diversions in the
upper Lewis River drainage. Furthermore, there are reports of
dragline mining activities in upper Lewis River (B. Bolstridge,
personal comment), but the dates and locations of these
activities are not known.
Basil Bolstridge of Soldotna, Alaska recognized the gold mineral
potential of the area in the late 1970s. He began claim staking
over a limited area in the Lewis and Theodore Rivers during 1978-
79. Further work by parties associated with Mr. Bolstridge
disclosed a widespread potential for placer gold in the area. A
larger group of state mining claims was staked in the area during
the period 1980-82. The number of claims staked by Mr.
Bolstridge and his partners totaled approximately 1100 by the
end of 1982. These claims now comprise the holdings of Kin
Alaska Partnership (which has no present relationship with
Caldera Corporation) and constitute the Mount Susitna area of
interest. They are now under lease by Au International, Inc. and
Caldera Corporation
Exploration of the subject claim group includes several events
between 1980 and 1991. Rodney Blakestad, then residing in
Fairbanks, Alaska, first examined the claim area in September
1980. He conducted additional limited exploration in the area in
1981-1982, 1985-86, and 1988. Cameron McKay, of Reno, Nevada and
the Wrather Corporation, of Beverly Hills, California, conducted
joint exploration of the claim area in 1981-82. Basil
Bolstridge, in conjunction with the Kin Alaska Partnership,
conducted evaluations and development work on the claims
throughout the period 1980-87. Robert A. Flounders, of Orlando,
Florida, worked on the claims in 1988-89. Gerald Clay, Bill
Attwood, and others of Anchorage, Alaska conducted sampling on
the property in 1989. Jim Halloran, of Anchorage, Alaska,
conducted sampling on the property in 1990. Blakestad conducted
sampling on the property in 1992. See subsequent data for
results of this sampling program. To the extent possible,
reports concerning the results of these individual exploration,
development, and evaluation efforts have been accumulated by the
<PAGE>
Company. These reports indicate that a total of $1,226,188 was
reported to the State of Alaska as having been spent between 1988
and 1994 exploring the claims of Au International, Inc..
RESULTS OF PREVIOUS EXPLORATION AND MINERAL EVALUATIONS
Refraction Seismic Survey
A refraction seismic survey was conducted for Wrather Corporation
by Paterson, Grant and Watson, of Ontario, Canada, in 1981 to
determine the depth to bedrock in a portion of the Susitna
Lowlands. The survey consisted of two parallel lines; one, 6.2
miles long and the second, 1.5 miles long. The longer, northern
line is about 1/2 mile south and parallel to the Castle Mountain
fault. The results of the survey suggest that there is a seismic
reflector (Kenai Formation?) beneath the glacial over-burden at
depths that vary between 10 and 150 feet from the surface.
The interpretations of the survey results are difficult because
there is little or no velocity contrast between the glacial
overburden and Tertiary bedrock. However, the two profiles
suggest three depressions in the bedrock that range from 75 to
greater than 150 feet in depth. These depressions are possibly
subsurface canyons eroded into the underlying Tertiary sediments
by glacio-fluvial processes.
Placer Sampling Work By Rodney Blakestad
Blakestad (1985) reports gold values for eight pan-concentrate
samples using amalgamation recovery techniques. He describes the
gold as fine grained, visible gold associated with fine grained,
heavy, black sands. The average of these eight pan samples was
$5.09 per in-place cubic yard, using a gold value of $400.00 per
Troy ounce and an 850 fineness factor (i.e. 85% pure).
Additional samples were collected and analyzed from gravels over
widely spaced locations along the Lewis, Theodore, and Beluga
Rivers. The results of fire assay and atomic absorption analyses
for 45 samples are shown in Table 1. Field notes indicate that
all the samples were taken from less than five feet below ground
surface. The average of the 45 samples is $4.73 per cubic yard
(/CY) of the material sampled, after conversion back to in-place
values and using $400.00 per Troy ounce as the price of gold.
The wide variation in values from non-detectible to $99.00/CY is
a reflection of Blakestad's admittedly inconsistent sampling
techniques and expected variations between sample horizons.
<PAGE>
Work By Attwood and Clay
Attwood and Clay (1990), in a report prepared by the Alaska Assay
Office of Wasilla, Alaska, give data for 34 testpit samples
collected in the Lewis and Theodore River areas. A technique
described as "Small Plate Amalgamation" or "SPA" was used to
confirm the "rumors of microscopic or 'no-see-um' gold on the
Susitna properties". Although the sampling program was set out
to analyze the finer grained fraction of gold in the Lewis and
Theodore River sediments, the SPA technique is not considered to
be a standard analytical technique and thus the results are
highly questionable. SPA values of 0.043 ounces per ton in the
clay-silt size fraction of 31 samples were reported by Attwood
and Clay (1990). Values of 0.029 and 0.0029 ounces per ton were
reported for the sand-silt and sand-gravel components of the area
sediments, respectively.
Work By Halloran
Halloran (1990), of Anchorage, Alaska, reported two sets of
values for samples taken from the Theodore, Lewis and Beluga
Rivers. The data is presented in Table 3. Both sets of sample
data are from near-surface gravels. The first set of samples
consisted of 11 samples reportedly obtained from Mr. Clay's
sampling of the Mount Susitna properties. The results are
suspect because the average value of the 11 samples was $1,686/CY
using 900 fineness and $400 per ounce gold value. Furthermore,
it is characteristic of all gravels in the project area to
contain large amounts of heavy mineral concentrates that follow
the gold in mechanical concentration.
FOR THE RESULT OF ALL SAMPLING IN TABLE FORM PLEASE SEE THE FORM
10 ON FILE. (In the Edgar system.)
Overall Evaluation of Sampling.
Management believes these preliminary results are supportive of
further work on the property.
CHILE
QUEBRADA LA HIGUERA DE SAN PEDRO DE QUILES
The option on the property in Chile came from Oro Rio Ltd. and
consists of 2,322 acres of claims located on Quebrada La Higuera
(Fig Tree Creek) which is located 210 miles north of Santiago and
15 miles on a dirt track to the east of the Pan American Highway
and Pacific Ocean. There are three access roads into the
property, the 15 mile one being the shortest. The option is to
obtain a ninety (90%) percent share in the property in exchange
<PAGE>
for $250,000.00 US dollars to be paid in common stock of Caldera
Corporation at the current value of the stock (which, for
discussion purposes, is established at $1.00. The value of the
option is carried on the books of the Company at the par value of
the stock.) The Company's stock has no market value. The option
was for a period of nine months from the 19th day of August, 1994
and has been extended.
To date the Company has issued 250,000 shares of common stock to
Oro Rio Ltd. in anticipation of exercising the option. The
Company has attributed (for discussion purposes only) a value of
$1.00 per share for this stock in the absence of an established
market. The Company's stock has no market value. The Company
and Oro Rio Ltd. are not affiliated nor does any other business
relationship exist between the parties. This purchase price was
arrived at by arms length bargaining.
The origin of this creek is out of the Cordons Los Justos and De
La Piedra Parada Mountains. It flows northerly into a main
estuary Estero De Quiles, which ties into a major drainage area
flowing into the Pacific. Most of the creek area is open with
gentle, sloping, alluvial benches into the hillsides. There are
two narrow areas opening into alluvial benches and bars.
Oro Rio, Ltd has filed claims on 2,322 acres under the name Lobo
Solitario and Leon on Quebrada La Higuera. The Claims begin at
the junction with Estero de Quiles. The lower claims (Lobo 1-2-
3-4) contain 1,000 acres. The Leon claims are for 460 acres and
the Solitario claims are for 862 acres. Between these two claims
is another 1,000 acres of placer property which is under a lode
mining claim owned by a nearby copper mine. In Chile, a mining
claim covers both hardrock and placer, whereas in the U.S. they
can be separate. There is a working agreement with the copper
Company to mine placer gold on their property for a small rental
fee.
Other than Oro Rio's test work there is no formal written history
on placer operations in this area. There are however, a number
of piquenero diggings in the area. A piquenero is a small
miner-prospector who makes his living much like a "49er". Almost
all side canyons into La Higuera show piquenero activity, but are
usually not worked until there is rain water for their sluices.
The Creek itself always has water.
There is one operating copper mine and a calcium carbonate mine
in the area. Some drilling was done in 1990 for gold, but so
far, no production. There was an operating placer mine four
miles north from the Lobo claims. They finished working out
their claims and moved out, but there are piqueneros there
gleaning gold that was missed off the bedrock. There was another
<PAGE>
placer mine 3 miles west from the Solitario claims that was
cleaned out about 1989. The locals say both were highly
successful even though the method of mining was primitive. Both
of these operations were done by Chilean people.
SERVICES
The town of Ovalle is 1-1/2 to 2 hours by car north of the
property. It has all services. Also one hour from Ovalle are
two larger towns, Coquimsbo and La Serena.
TEST WORK
Testing by Oro Rio was accomplished using a rubber tired Ford 555
backhoe for trenching test pits. Material was processed with two
small test plants, wooden sluices, and a rocker box. Concentrates
were hand panned to black sands and amalgamated. Bulk samples
were fed into a test plant with the backhoe. Other samples were
fed by five gallon buckets to control yardage, and the material
was hand-scrubbed. The hand-washed gravels came out much
cleaner. With a good wash plant, all material could be cleaned
well.
The test holes indicated an average of 0.8 grams of gold per
cubic yard. Management believes this preliminary result is
supportive of further work on the property.
Costs Associated With Maintaining The Properties
Upon exercising the options, the Company assumes payment of all
licenses and existing lease agreements concerning the Alaskan
property being leased as well as the remainder of Au
International's claims. This includes a current annual rental to
the State of Alaska of $41,560.00 and annual assessment work
required in the amount of $111,000.00. If the Alaskan property
is mined the Company shall pay to Au International, Inc. four
(4%) percent of the net smelter return of the mining production
on the property. Royalties of 12% to the previous claim owners
(Kin Alaska) would also be payable if the claims were mined. The
company has paid the $41,560.00 to the State of Alaska for 1994.
Due to the current litigation over the Alaska claims no rental
payments or assessment work has been done since 1994. Alaska
returned the 1994 rental payment to the Company. Counsel has
advised the Company that neither rent nor assessment obligation
accrue during the period of litigation. If the Company wins the
litigation with the State of Alaska it may have to repay the 1994
rental payment. The Company does not currently have the money
with which to pay this rent. Management believes the officers
and directors of the Company will loan the Company the money to
pay this rent if necessary. The Company cannot expect to raise
this capital until the litigation is concluded in Alaska.
<PAGE>
The Chilean properties will require approximately $12,000.00 in
work and fees to keep the claims in good standing. The Company
cannot expect to raise this capital until the litigation is
concluded in Alaska.
ITEM 3. LEGAL PROCEEDINGS
The Company is currently appealing, to the Alaska Supreme Court,
the decision of the Superior Court to uphold a decision of the
Commissioner of the Department of Natural Resources of the State
of Alaska that an affidavit of annual labor was not timely filed
on the Alaskan properties. The Company did file an affidavit of
assessment but it did not name all of the claims. Statutes give
two years to amend the affidavit. Management believes the
Commissioner did not adhere to the statute. Management believes
the appeal will be successful. If the appeal is not successful
the properties will be lost. The properties would then have to
be restaked or abandoned. Restaking would involve about ninety
days work and could cost as much as $500,000.00. Currently there
is no legal impediment to restaking the property at the
conclusion of the litigation. If the Company loses the
litigation it would have no priority over the general public in
regard to restaking the property. The Appeal is now in the
briefing stage.
Although not currently in litigation, management believes that
the current owners of the Beluga Mining Company feel that Caldera
has defaulted on the provisions of an option agreement between
the two companies by the failure to pay the rental fees of
Seventy Thousand ($70,000) to the State of Alaska for certain
mining claims held by Beluga. The company had an option contract
with Beluga similar to the one with Au. The Company did not
exercise the Option. Management does not believe the company has
any obligation to pay this debt.
Management does not know of any other potential litigation
involving the Company which may be filed in the future.
ITEM 4 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders on April 27, 1996 the
shareholders voted to change the name of the Company from Caldera
Corporation, Inc., to Caldera Corporation.
At the annual meeting of shareholders on April 27, 1996 the
shareholders elected Richard R Cook, Rita R Cook, Buster LaMoure,
Dr Edwin T Presley, Darold Schonsheck, Steven D Shoup, Jack
Spencer, Donald S Thayer and James A Thumser Directors of the
Company.
<PAGE>
No other matters were submitted for vote to the security holders
in 1996.
At the annual meeting of shareholders held April 26,
1997 at Daytona Beach, Florida the shareholders voted:
a. To vend out the assets of the Company to Au
International, Inc. in return for the assumption of
all of the Company's liabilities by Au International,
Inc. Said vote was by all 11,944,500 shares present.
b. To elect only three directors. Said vote was by all
11,944,500 shares present.
c. To reverse split the stock 100 to 1 effective date of
June 30 1997. There being 166,250 shares outstanding
after the split. Said vote was by all 11,944,500
shares present.
Thus rendering the Company inactive.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
There is no market for the Company's stock.
There are approximately 75 shareholders of the Company's stock.
The Company has declared no dividends for the past 5 years and
does not expect to declare any dividends this year since it has
no income.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
Subsequent significant event: The stockholders have voted at the
annual stockholder meeting on April 26, 1997 to vend out all
assets of the Company in return for assumption of all of the
Company's liabilities thus rendering the Company totally
inactive.
At the annual meeting of shareholders held April 26,
1997 at Daytona Beach, Florida the shareholders voted:
a. To vend out the assets of the Company to Au
International, Inc. in return for the assumption of
all of the Company's liabilities by Au International,
Inc. Said vote was by all 11,944,500 shares present.
<PAGE>
b. To elect only three directors. Said vote was by all
11,944,500 shares present.
c. To reverse split the stock 100 to 1 effective date of
June 30 1997. There being 166,250 shares outstanding
after the split. Said vote was by all 11,944,500
shares present.
Thus rendering the Company inactive.
The Company was dormant from February 1986 until February 1994.
On February 7, 1994 Eugene G Harris agreed to transfer control of
the Company to an investor group. The new controlling
stockholders took control on May 3, 1994 and provided the
capital to initiate a reorganization program. During 1994 the
primary activities of the Company involved obtaining office space
and equipment, acquiring options for several mining leases,
selling stock to officers, directors and private individuals to
finance these activities and preparing legal and financial
documents required by the reorganization and these operations.
Management believes the cost of exploration in Alaska and Chile
will be approximately $600,000.00. This money, if raised, will
be used to explore the Alaska claims by drilling core samples and
running a test leach facility. The period of testing in Alaska
will cover two years. Management believes this level of testing
will provide enough information to determine the probable amounts
of minerals and their location. This exploration activity in
Alaska will require about $400,000.00. If probable amounts of
minerals are found further intensive sampling will be required to
determine provable reserves. The claims in Chile will be
sampled with backhoe and front end loader. Management believes
this level of testing will determine if probable amounts of
minerals exist. If probable amounts of minerals are found a
small placer operation would be commenced. These activities will
require about $200,000.00. The Company cannot expect to raise
this capital until the litigation is concluded in Alaska.
The Company is inactive until such time as capital is raised for
exploration. Because of the lack of capital there is no plan for
exploration in the coming year.
As noted above the Company is currently inactive and has had no
significant exploration work since 1990, therefore any management
functions are minimal and not properly considered as expenses.
Management functions are not now considered to be material in
properly reflecting the costs of operations.
<PAGE>
Item 7. Financial Statements.
The Financial statements are attached hereto directly after the
signature page.
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16 (a) of the Exchange
Act.
DIRECTORS AND EXECUTIVE OFFICERS
Identification of Directors:
Term of Office for all expired April 27, 1997
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 52 Director
Rita R Cook 50 Director
Buster LaMoure 64 Director
Dr Edwin T Presley 68 Chairman, Board of Directors
Darold Schonsheck 54 Director
Steven D Shoup 36 Director
Jack Spencer 53 Director
Donald S Thayer 68 Director
James A Thumser 66 Director
Identification of Officers:
Term of office for all expired April 27, 1997
Name Age Position Held with Company
_______________________________________________________________
Buster LaMoure 64 President
Darold Schonsheck 54 Vice President
Richard R Cook 52 Counsel
Donald S Thayer 68 Secretary
James A Thumser 66 Treasurer
<PAGE>
The following sets forth the Officers and Directors elected April
27, 1997 to serve until replaced:
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 52 Director
Donald S Thayer 68 Director
James A Thumser 66 Director
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 52 President
Donald S Thayer 68 Secretary
James A Thumser 66 Treasurer
Officers of the Company serve at the will of the Board of
Directors. Presently the Company has no employment contracts
with any of its officers.
Brief biographies of the officers and directors of the Company
are set forth below. Each director holds office until the next
annual meeting or until his death, resignation, retirement,
removal, disqualification or until a successor has been elected
and qualified. Vacancies in the existing board are filled by a
majority of the remaining directors.
Biographies:
BUSTER LaMOURE -- President and Director
On May 3, 1994, Mr LaMoure became the President and a member of
the Board of Directors of the Company. His duties are the
general administration of the Company, carrying out the policies
established by the Board of Directors. From 1990 to date he has
worked as a consultant to persons dealing with public land
issues. He has a small placer gold mining claim which he has
operated himself. These activities do not conflict with his
duties to Caldera Corporation. Prior to starting his own
business, Mr LaMoure served as the Director, Minerals and
Geology, for the USDA Forest Service from 1986 to 1990. During
this time he was responsible for the management of natural
resources on 193 million acres of public land in the United
States.
Additionally, Mr LaMoure has extensive geological experience. He
served as the first full-time geologist for the Gallatin National
<PAGE>
Forest from 1972 to 1974. His responsibilities involved the
evaluation of mining claims for validity, and determination of
the mineral character of all lands involved in land exchanges and
withdrawals. He also advised on mineral development for multiple
use plans, and evaluated road location and timber sales to
achieve geologic stability. From 1971 to 1972 Mr LaMoure served
as a geologist with the USDA Forest Service where he participated
in the promulgation of the first regulation to effect the 1872
Mining Law on public lands. He also evaluated the slope
stability of roads and timber harvest areas, and determined the
mineral potential of lands to be exchanged or withdrawn from
mineral entry.
He received his BA Degree in Geology from the University of
Montana in 1970. In addition, Mr LaMoure has forty hours of
graduate study towards his Masters Degree, and has also received
his Senior Executive Ranking Certificate from the USDA Executive
Training Program.
DAROLD SCHONSHECK -- Vice President and Director
Mr Schonsheck was elected Vice President and Director on May 3,
1994. He assists Mr LaMoure in the administration of the Company.
In 1983 Mr Schonsheck formed Daytona Motel Consultants, Inc and
has been President and Chief Administrator of that Company since
that time. This Company has sixty-five employees and is
currently operating five ocean front hotels in Daytona Beach,
Florida. He is responsible for all facets of operation and
maintenance for this property management Company.
In addition, he is a Director of the Greater Daytona Beach Hotel
and Motel Association, a member of the Volusia County Advertising
Council, a member of the Ramada Management Association, a staff
member of Take Part II, which is a city, county, and private
venture to attract a major family entertainment park to Daytona
Beach, a Member of the Volusia County Board of Realtors, and a
member of the Christ Presbyterian Church.
He received a BS degree from the Eastern Michigan University in
1968, and an MS degree in Geography - Geology in 1970.
DR EDWIN T PRESLEY -- Chairman of the Board of Directors
Dr Presley was elected to the Board of Directors of the Company
on May 3, 1994. He was chosen Chairman of the Board of Directors
on September 22, 1994. From 1985 to the present Dr Presley has
been acting as a veterinarian consultant in Florida, and has
taken several nonactive investment positions in various gold
<PAGE>
mining companies during that period. Between 1955 and 1985 Dr
Presley owned and operated two veterinary clinics in New York
State.
He received a BS degree in premedicine from Houghton College, and
a Doctor of Veterinary Medicine degree from the New York State
Veterinary College at Cornell University in 1955. He passed the
National Board Exams in Veterinary Medicine in 1985.
DONALD S THAYER -- Corporate Secretary and Director
Mr Thayer was elected to the Board of Directors and as Corporate
Secretary of the Company on May 3, 1994. As Corporate Secretary
he maintains the books and records of the Company. From 1984 to
the present he has been a consultant in Product Assurance. From
1972 to 1983, as a GE employee, he was a consultant to the Naval
Air Systems Command and the Naval Material Command in Washington
during the design and development phases of several missile,
aircraft, helicopter, electronic warfare, and avionics programs.
During this period he represented the Joint Cruise Missile
Project Office at the McDonnell Douglas Company in St Louis
during the design and development testing of the Navy's Tomahawk
Cruise Missile. From 1962 to 1972 he was a consultant to the
NASA Office of Manned Space Flight's Apollo Program Office in the
development of written standards for the control of the
reliability of Apollo Moon landing hardware systems and
equipment. During this period he represented the NASA Apollo
Program Office at the Kennedy Space Center, the Manned Spacecraft
Center, and led the audit of the performance of NASA and
contractor hardware activities program wide.
From 1952 to 1962 he graduated from General Electric Company's
three year Manufacturing Management Program (equivalent to an MS
degree in Engineering Management) and had increasingly more
responsible assignments in manufacturing and product assurance of
diverse GE products.
He is an alumnus of MIT and the University of Vermont where he
earned BS degrees in Industrial Engineering in 1950 and Economics
in 1951. He has completed over 30 GE (non-credit) courses in
finance, engineering, manufacturing processes, etc; and several
postgraduate (credit) courses in languages, computer programming
and the sciences.
He is presently President and a Director of the Association for
Retarded Citizens - Volusia County, President of the Civitan Club
of Ormond Beach, Florida, Life Member of the US Navy League, a
senior member of the GE Elfun Society, and a Shriner.
<PAGE>
JAMES A THUMSER -- Treasurer and Director
Mr James A Thumser was elected Treasurer and a Director of the
Company on May 3, 1994. As Treasurer he is in charge of keeping
the financial records of the Company and participates in the
establishment of financial policies of the Company. From 1987 to
the present he has performed various roles as a financial
consultant for those seeking financing, and Income Tax
assistance. From 1955 to 1987 he was employed by the General
Electric Company in increasingly more responsible financial
positions. From 1975 to 1978 he was a Manager of Division
Auditing and Financial Analysis; from 1978 to 1981 he was a
Consultant in Government Contract Practices; from 1981 to 1986 he
was a Manager of Contract Practices, and from 1986 to 1987 he was
a Specialist in Education and Training in Government Contract
Compliance for the GE Aerospace Group.
From 1951 through 1955 Mr Thumser saw active duty with the US Air
Force. He graduated from Queens College in New York City in 1951
with a BA degree. He has served as the treasurer and a director
of the Wildwood Property Owners Association, a director and
auditor for the Seychelles Condominium Management Association,
and an officer and a senior member of the GE Elfun Society.
RICHARD R COOK -- Corporate Counsel and Director
Mr Cook was elected as Corporate Counsel on December 1, 1994, and
was elected to the Board of Directors on April 22, 1995. From
1988 to the present Mr. Cook has been Counsel and Director for Au
International, Inc. He has raised money for Au and devoted a
substantial amount of his time to the operation of Au. During
this time period he has also been actively involved as a
consultant and fund raiser with The Great Alaska-Yukon Mining and
Trading Company, Inc., a closely held company attempting to
develop an entertainment complex in Orlando, Florida based upon
an Alaskan theme.
He is licensed to practice law in Florida, and is engaged in the
part-time practice of law. His practice is devoted mainly to
wills, trusts and corporations.
He holds A.B. degree in Psychology from Indiana University,
Bloomington, Indiana. He holds J.D. degree in Law from Indiana
University, Bloomington, Indiana.
RITA ROEPKE COOK -- Director
Rita R Cook became a Director of the Company on May 3, 1994. Ms
Cook has been in real estate development and investment since
1970. She has been the corporate Secretary of the Volusia Lake
<PAGE>
Realty Corporation for the past fifteen years keeping the books
and records of that privately held real estate corporation.
In 1991, Mrs Cook acquired her real estate salesperson license
from the State of Florida. She is an associate for referrals
with the Central Florida Referral Association, a subsidiary of
Ideal Real Estate - Coldwell Banker in DeLand, Florida.
STEVEN DANIEL SHOUP -- Director
Steven D Shoup became a Director of the Company on May 3, 1994.
He is currently serving as a consultant to Salen Herky Asset
Conservation Enterprises, Inc in Indianapolis, and is responsible
for real estate analysis and acquisitions. From 1991 to 1992 he
had a similar position with John Candlish in Knoxville, TN of the
Candlish Group & Waymouth, NV. From November 1990 to 1991 he
served with Warren Johnson and Stephen Smith, TGE, Inc. in
Carmel, Indiana in a similar position. His current business also
includes working as the President of the S Group, Inc which is
engaged in real estate enterprises and property management in the
Marion, Indiana area. He is also President of The Express, Inc.
of Upland, IN specializing in convenience store management, new
acquisitions and development; and he is President of Self Storage
Incorporated of Indianapolis which specializes in management and
development of new acquisitions.
In 1984 Mr Shoup graduated from the Indiana Wesleyan University
with a BS in Business Management and Computer Information
Science. He is a competitive triathlete on the United States
Triathlon Series, and a competitive Snowboarder on the SSA
series. His hobbies include restoring cars, photography, and
computers.
JACK N SPENCER -- Director
Jack Spencer became a Director of the Company on May 3, 1994. He
currently serves as the Associate Director for Management and
Operations of the Center for Disease Control (CDC) and Prevention
in Atlanta, GA. He serves as Deputy Director for CDC's largest
Division, and as such is responsible for directing all of the
management activities for the division, including an annual
budget of over Three Hundred Million Dollars, and a staff of 750
employees. From 1984 to 1988 he served as the Assistant Director
for Operations in the CDC Division of Sexually Transmitted
Disease (DSTD), and from 1981 to 1984 he served as Supervising
Public Health Advisor, DSTD where he was technical consultant to
thirteen State Health Departments. From 1976 to 1981 Mr Spencer
was Chief, Los Angeles County STD Control Program where he
directed a staff of 300 County, State and Federal Employees.
<PAGE>
From 1974 to 1976 he was Senior Public Health Advisor in the
Minnesota Department of Health, and from 1972 to 1974 he was
Assistant State STD Representative with the New Jersey Department
of Health. From 1967 to 1970 he was Supervising Public Health
Advisor with the Preventive Medicine Unit Number Two of the US
Navy in Norfolk, VA, and from 1965 to 1970 he was Program
Representative in the Buncombe County Health Department in
Asheville, NC.
Mr Spencer graduated from the Maryville College in Tennessee with
a BA degree in Sociology. He has published a number of papers on
sexually transmitted diseases and has received several public
service recognition awards from 1983 through the present. He has
been active in youth soccer activities since 1974, is a Director
of Au International, Inc. (a Company from which the registrant
has obtained some of its option claims (see Item 3)), and Vice
President of The IOU Investment Club of Atlanta.
Except as indicated below, to the knowledge of management, during
the past five years, no present or former director, or executive
officer of the Company:
(1)filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent or
similar officer appointed by a court for the business or property
of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or
any corporation or business association of which he was an
executive officer at or within two years before the time of such
filing;
(2)was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3)was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities:
(I)acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter,
broker or dealer in securities, or as an affiliate person,
director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such
activity;
(ii)engaging in any type of business practice; or
<PAGE>
(iii)engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4)was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5)was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacated.
(6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company's Common Stock is registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock. The
following table sets forth as of December 31, 1996, the name and
position of each person that failed to file on a timely basis any
reports required pursuant to Section 16 of the Exchange Act.
Report to
Name of Person Position be Filed (1)
- -------------- -------- ------------
Richard R Cook Director Form 3
Rita R Cook Director "
Charles A Gaetano Director "
Buster LaMoure Director,Officer "
Dr Edwin T Presley Director "
Darold Schonsheck Director,Officer "
Steven D Shoup Director "
Jack Spencer Director "
Donald S Thayer Director,Officer "
James A Thumser Director,Officer "
<PAGE>
There was no public solicitation of stock sale during this period
of delinquency for filing Form 3s. The only sales of the
Company's stock are as set out herein.
Item 10. EXECUTIVE COMPENSATION
the issuance of 32,500 shares of stock to each director for each
year of active service has been authorized. None of this stock
has been issued. Officers have received no compensation or
remuneration to date from the Company for serving in these
positions other than partial reimbursement for out-of-pocket
expenses incurred on behalf of the Company during the years
ending with the effective date of this document. Future salaries
of the officers and directors will be set by the Board of
Directors depending upon the financial condition of the Company,
and may include bonuses, health insurance and other compensation
as the Board of Directors may award.
Out-of-pocket expenses are defined as the monies expended on
behalf of the Company while engaged in Company business such as
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in Cash Compensation set out above which would in
any way result in payments to any such person because of his or
her resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries,
or any change in control of the Company, or a change in the
person's responsibilities following a changing in control of the
Company.
Subsequent significant event: The Directors have adopted a
non-qualified stock option plan attached to this filing
immediately
after the financial statement.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table contains information as of the date of this
filing as to the beneficial ownership of shares of common stock
of the Company of each person who was the beneficial owner of
five (5%) percent or more of the outstanding shares of the
Company.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
_________________________________________________________________
Title of Class Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner
_________________________________________________________________
Common stock Cypress Bend Trading -1 6,279,000 38
Company, Inc.
2253 River Ridge Road
DeLand, Florida 32720
Common stock Eugene G Harris -2 1,000,000 6
5885 NW 18 Street
Miami, Florida 33152
Common stock Susan Freeman, Trustee 1,000,000 6
4250 North Michigan Ave
Miami, Florida 33140
Common stock Au International, Inc -3 2,500,000 15
Post Office Box 1929
DeLand, Florida 32721
Common stock Robert Flounders -4 2,500,000 15
5171 West Winds Drive
Orlando, FL 32819
- -1 Cypress Bend is owned and controlled by Company Management.
Cypress Bend owns shares of the Company received from Eugene G.
Harris at the time the current investor group took control of the
Company.
- -2 Eugene G. Harris may be deemed to be "parent" and Promoter"
of the Company under rules and regulations of the Securities Act
of 1933 by virtue of his ownership of common stock and his
efforts in the organization of the Company.
<PAGE>
- -3 It should be noted that Richard R. Cook, Edwin T. Presley,
Darold Schonsheck, Jack Spencer and Donald S Thayer, directors of
the Company, are also directors of Au International, Inc. from
which the Alaska leases were obtained.
- -4 Includes 2,500,000 shares held by Au International,Inc. Mr.
Flounders is Chairman of the Board of Directors of Au
International, Inc. and has shared power to vote or control the
disposition of such shares.
<PAGE>
The following table contains information as of the date of this
filing as to the beneficial ownership of shares of common stock
of the Company, as well as all persons as a group who will then
be officers and directors of the Company.
SECURITY OWNERSHIP OF MANAGEMENT
_________________________________________________________________
Title of Class Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner
_________________________________________________________________
Common stock Mr Richard R Cook -5-6 8,779,000 53
Corporate Counsel, Director
2253 River Ridge Road
DeLand, Florida 32720
Common stock Mrs Rita R Cook 500,000 3
Director
2253 River Ridge Road
DeLand, Florida 32720
Common stock Mr Charles A Gaetano -6 6,779,000 41
Director
311 Turner Street
Utica, New York 13501
Common stock Mr Buster LaMoure none 0
President
1026 Highway 93 North 15
Salmon, Idaho 83467
Common stock Dr Edwin T Presley -5-6 9,279,000 56
Chairman, Board of Directors
828 John Anderson Drive
Ormond Beach, Florida 32176
Common stock Mr Darold Schonsheck -5-6 9,280,000 56
Vice President
315 Rio Pinar
Ormond Beach, Florida 32174
Common stock Mr Steven D Shoup -6 6,779,000 41
Director
424 West 30th Street
Marion, Indiana 46953
Common stock Mr Jack Spencer -5-6 9,279,000 56
Director
608 Mallory Court
Stone Mountain, Georgia 30087
<PAGE>
Common stock Mr Donald S Thayer -5-6 9,279,000 56
Corporate Secretary, Director
6 Fountainebleau Circle
Daytona Beach, Florida 32118
Common stock Mr James A Thumser -6 6,779,000 41
Treasurer, Director
3855 South Atlantic Ave, 306
Daytona Beach Shores, Fl 32127
Common stock Officers and Directors 12,780,000 76.9
as a group
- -5 Includes 2,500,000 shares held by Au International,Inc.
Richard R. Cook, Edwin T. Presley, Darold Schonsheck, Jack
Spencer, and Donald S Thayer, directors of the Company, are also
directors of Au International, Inc. from which the Alaska leases
were obtained and have shared power to vote or control the
disposition of such shares.
- -6 Includes 6,279,000 shares held by Cypress Bend Trading
Company, Inc. Richard R. Cook, Charles A. Gaetano, Edwin T.
Presley, Darold Schonsheck, Steven D. Shoup, Jack Spencer, Donald
S Thayer, and James A. Thumser, directors of the Company, are
also directors of Cypress Bend Trading Company, Inc. and have
shared power to vote or control the disposition of such shares.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered into several agreements of which
management believes the potential investor should be aware. They
are as follow:
Sale of Investment Stock
On May 1, 1994 Eugene G Harris sold 3,200,000 shares of Sky
Freight, Inc. to Susan Freeman for $0.0005 per share. On May 3,
1994 Eugene G Harris exchanged 36,400,000 shares of his Sky
Freight, Inc. common stock for 7,280,000 shares of the post split
Caldera Corporation common stock, par value $0.0025. On May
3, 1994 Mr Harris conveyed 6,280,000 shares of common stock to
the Cypress Bend Trading Company, Inc. the only consideration
being Cypress Bend's promise to try to turn Caldera into a going
concern.
In May 1994 and March 1995, the Company sold 4,000,000 shares of
authorized but unissued common stock for $ 10,050 to certain
officers and directors of the Company as follows:
<PAGE>
On or about the 25th day of May, 1994 the Company sold 500,000
shares of common stock to Rita R Cook for $1300; on or about the
25th day of May, 1994 the Company sold 500,000 shares of common
stock to Charles A Gaetano for $1250; on or about the 25th Day of
May, 1994 the Company sold 500,000 shares of common stock to Dr
Edwin T Presley for $1250; on or about the 25th day of May, 1994
the Company sold 500,000 shares of common stock to Darold
Schonsheck for $1,250; on or about the 25th day of May, 1994 the
Company sold 500,000 shares of common stock to Steven D Shoup for
$1,250; on or about the 25th day of May, 1994 the Company sold
500,000 shares of common stock to Jack N Spencer for $1250; on or
about the 25th day of May, 1994 the Company sold 500,000 shares
of common stock to Donald S Thayer for $1,250. In March 1995,
the Company sold 500,000 shares of authorized but unissued common
stock for $1,250 to James A Thumser an officer and director of
the Company.
All of the above named persons have signed an "Investment Letter"
stating that they have purchased their shares for investment
purposes only, and that they will not sell any of their shares
for the thirteen months next succeeding the date they purchased
same, unless subject to an exemption from registration (other
than Rule 144), under the Securities Act of 1933 or unless they
duly register said shares in accordance with the provisions of
said act.
As of the effective date this document the Company has sold
shares of its common stock to 10 individuals at a price of $1.00
per share in lots of 1000 shares. The proceeds of these sales of
common stock have been used in the startup operations of the
business for such things as office rent, office supplies, and
travel expenses; as follows:
In October 1994, the Company sold 3,000 shares of authorized
but unissued common stock for $3,000 to private individuals.
In November 1994, the Company sold 2,000 shares of authorized
but unissued common stock for $2,000 to private individuals.
In January 1995, the Company sold 1,000 shares of authorized
but unissued common stock for $1,000 to private individuals.
In February 1995, the Company sold 10,000 shares of authorized
but unissued common stock for $10,000 to private individuals.
In April 1995, the Company sold 2,000 shares of authorized
but unissued common stock for $ 2,000 to Darold and Sheila
Schonsheck. Mr. Schonsheck is an officer and director of the
Company. In May 1995, the Company sold 1,000 shares of
authorized but unissued common stock for $1,000 to a private
company.
<PAGE>
Other than sales to officers, directors or their spouses the
Company made no public solicitation for sales. Only eight
persons were contacted to purchase stock all were friends of
officers or directors. Virtually all of these contacts were made
at the dinner or breakfast tables. Only one person solicited for
purchase of stock did not purchase. These sales are exempt from
registration as Section 4 (2) of the Securities Act of 1933
exempts transactions not involving a public offering.
Management requested that Standard & Poor Corporation issue a
CUSIP number to properly identify the stock certificates of the
Company once a market for the Company's stock has been
established. S & P assigned "CUSIP 12877P 10 9" as the formal
identifying number for the Company's stock certificates.
The officers and directors of the Company maintain a close
relationship with Au International, Inc., a chapter S corporation
organized in 1990. Au International, Inc. is currently the owner
of mining claims on approximately 43,000 acres of land in the
State of Alaska, of which approximately 7,320 acres have been
optioned to the Company. Interest and familiarity in these
Alaskan lands on the part of some of the Company's officers
extends back to 1985. The officers, directors and significant
shareholders of Au International, Inc. who are officers and/or
directors of the Company (with the exception of Mr Flounders who
is not an officer or director of the Company) are as shown in the
table below.
_________________________________________________________________
Office Held in Au Name and Address of Au Percentage of Au
International Office Holder Stock Owned
_________________________________________________________________
Chairman, Board of Mr Robert A Flounders 14.0
Directors 5171 West Winds Drive
Orlando, FL 32819
President and Mr Donald S Thayer 6.09
Director 6 Fountainebleau Circle
Daytona Beach, FL 32118
Corporate Counsel Mr Richard R Cook 4.75
2253 River Ridge Road
DeLand, FL 32720
Secretary, Treasurer Mr Darold Schonsheck 4.91
and Director 315 Rio Pinar
Ormond Beach, FL 32174
<PAGE>
Director Dr Edwin T Presley 7.75
828 John Anderson Drive
Ormond Beach, FL 32176
Director Mr Jack N Spencer 5.0
608 Mallory Court
Stone Mountain, GA 30087
The following officers of the Company do not hold offices in Au,
but are significant share owners of Au International, Inc.:
Mrs Rita R Cook 1.25
2253 River Ridge Road
DeLand, FL 32720
Mr James A Thumser .50
3855 South Atlantic Ave., 306
Daytona Beach Shores, FL 32127
Item 13. Exhibits and Reports on Form 8-K
Page
Accountant's Independent Auditor's Report 33
Financial Statements
- --Balance Sheet December 31, 1996 34
- --Statement of Income and Accumulated
Earnings (Deficit) for the years
1996 and 1995 35&36
- --Statement of Cash Flows for the year ended
December 31, 1996 and 1995 37
- --Statement of Stockholders' Equity
for the years 1995 and 1996. 38
- --Notes to Financial Statements 39-42
- --Non qualified Stock Option Plan 43-49
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Caldera Corporation
By:Richard R. Cook
Date:July 7, 1997 Richard R. Cook, President
<PAGE>
Marvin B. Seidman, CPA
CERTIFIED PUBLIC ACCOUNTANT
8501 S. W. 29th Street
Miami, Florida 33155
(305) 221-8271
INDEPENDENT AUDITOR'S REPORT
To: The Board of Directors
Caldera Corporation
Daytona Beach, Florida
I have audited the accompanying balance sheet of CALDERA
CORPORATION ( a development stage Company) as of December 31,
1996, and the related statements of income and accumulated
earnings, and cash flows for the two years then ended. These
financial statements are the responsibility of the management of
Caldera Corporation. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
Subsequent to the date of the Financial statements, the Company
sold its assets, and also reverse stock split ( see Note 10).
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Caldera Corporation as of December 31, 1996, and the results of
its operations and cash flows the two period then ended in
conformity with generally accepted accounting principles.
ss/Marvin B. Seidman
Marvin B. Seidman, CPA
Certified Public Accountant
July 22, 1997
<PAGE>
CALDERA CORPORATION
BALANCE SHEET
AS OF DECEMBER 31, 1996
ASSETS
CURRENT ASSETS:
Cash in bank $ 233
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $2,176
AND $994 (notes 2 and 10) 4,272
OTHER ASSETS:
Mining Leases (notes 4, 5, 6 and 10) 6,875
Advance Deposits (note 10) 1,816
______
TOTAL ASSETS $ 13,196
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts and Stockholder Payables (note 10) $ 1,135
Notes Payable - Stockholders (notes 7 and 10) 51,698
Accrued interest on notes (note 10) 3,674
_______
Total Current Liabilities 56,507
OTHER LIABILITIES:
Mining lease dispute 41,560
Certificate replacement 100
______
Total Other Liabilities 41,660
STOCKHOLDERS' EQUITY:
Common stock $.0025 par value
200,000,000 shares authorized,
166,250 shares issued and
outstanding (note 10) 416
Additional paid in capital 60,149
Accumulated deficit (145,536)
_________
Total Stockholders' Equity (84,971)
_______
TOTAL LIABILITY AND STOCKHOLDERS EQUITY $ 13,196
========
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31,1996 AND 1995
1996 1995
REVENUE: $ -0- $ -0-
EXPENSES:
Mining Leases (note 8) -0- -0-
Selling, General & Administrative 16,782 15,282
Legal and accounting (note 1) 4,200 5,150
Interest (note 7) 5,155 4,778
Depreciation (note 2) 1,182 778
_____ ______
NET (LOSS) $ (27,319) $ (25,988)
======== ========
(LOSS) per share (.164) (.156)
====== =======
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (27,319)
Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation 1,182
Accrued Interest 2,559
Decrease in Advance Deposits 4,834
Stockholder payable expenditure decrease (549)
(notes 2 & 7) ______
Net Cash From Operations 8,026
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in Loans from shareholders (14,123)
__________
Net Cash Provided By Financing Activities (14,123)
__________
NET INCREASE IN CASH AND CASH EQUIVALENTS (33,416)
Cash and Cash Equivalents, Beg. of Period 33,649
Cash and Cash Equivalents, End of Period $ 233
=======
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (25,988)
Adjustments to reconcile net income to
net cash used by operating activities:
Disputed mining lease payment (note 8) 41,560
Depreciation 778
Accrued Interest 1,115
Increase in Security Deposits (5,922)
Stockholder payable expenditure decrease (3,786)
(notes 2 & 7) ______
Net Cash From Operations 7,757
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock to shareholders 1,285
Additional paid in capital by shareholders 13,965
Increase in Loans from shareholders 10,321
__________
Net Cash Provided By Financing Activities 25,571
__________
NET INCREASE IN CASH AND CASH EQUIVALENTS 33,328
Cash and Cash Equivalents, Beg. of Period 321
Cash and Cash Equivalents, End of Period $ 33,649
=======
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
THROUGH DECEMBER 31, 1996
Common Stock Capital in
______________________ Excess of Accum.
Shares Amount Par Value Deficit
___________ ________ ___________ _______
BALANCE,Jan. 1, 1994 49,280,000 $24,640 $ $(24,640)
Recapitalization: par
value change from $.0005
to $.0025 and 5 for 1
reverse stock split
May 3,1994 (note 1) (39,424,000) - - -
Shares exchanged for cash
May 1994 (notes 3 ) 3,500,000 8,750 50 -
October 1994 3,000 8 2,992 -
November 1994 2,000 5 1,995 -
Shares exchanged for
acquisition of mining
leases (notes 4,5 & 6) 2,750,000 6,875 - -
Net loss for the period
ended December 31, 1994 - - - (67,589)
___________ _______ ________ _______
BALANCE
DECEMBER 31, 1994 16,111,000 $40,278 $ 5,037 $(92,229)
=======================================
Shares exchanged for cash
January 1995 1,000 3 997
February 1995 10,000 25 9,975
March 1995 500,000 1,250 -
April 1995 2,000 5 1,995
May 1995 (note 3) 1,000 2 998
Net loss for the period
ended December 31,1995 (25,988)
__________ _________ _______ _______
BALANCE
December 31, 1995 16,625,000 $41,563 $ 19,002 $(118,217)
========== ======= ======== =========
Net loss for the period
ended December 31,1996 (27,319)
__________ _________ _______ _______
BALANCE
December 31, 1996 16,625,000 $41,563 $ 19,002 $(145,536)
========== ======= ======== =========
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION INC.
Formerly, Sky Freight, Inc.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 1 - GENERAL ACCOUNTING POLICIES AND REORGANIZATION
Prior to the First day of February, 1986, the Company was engaged
in the business of operating a cargo airline based in Miami,
Florida. There were a total of 49,280,000 shares issued bearing
the Sky Freight, Inc. name.
Due to illness of the Chief Executive Officer of the Company, Mr
Eugene G Harris of Miami, Florida, the Company ceased doing
business on or about February 1, 1986. At that time the Company
liquidated its assets and paid all of its liabilities. The
Company, then having no assets, no liabilities, and no business,
became dormant.
On February 7, 1994 Eugene G Harris agreed to transfer control of
the Company to an investor group. The new controlling
stockholders
took control on May 3, 1994 and provided the capital to initiate
a
reorganization program. During 1994 the primary activities of
the
Company involved obtaining office space and equipment, acquiring
several mining leases, selling stock to officers, directors and
private individuals to finance these activities and preparing
legal
and financial documents required by the reorganization and these
operations. Legal and accounting expenses are normal expenses
for
these activities. The Company is in the development stage
currently
and its accounting policies will be governed by FAS No.7.
On May 3, 1994 the Company reverse split its common stock (five
shares of the old stock became one share of the new common stock,
par value of $0.0025). The Company then was recapitalized so
that
the number of authorized common shares was increased to Two
Hundred
Million (200,000,000) shares having a par value of $0.0025 each.
The name of the Company was changed to Caldera Corporation.
ACCOUNTING FOR GOLD SALES REVENUE - Revenue from the sale of gold
ore, if any is produced, will be recognized at the point of sale
to
the customer. The Company will also deliver the gold at that
time
and collect the cash. Therefore the Company will have no
accounts
receivable resulting from the sale of gold.
PROPERTY AND EQUIPMENT - The cost of property and equipment is
depreciated over the estimated useful lives of the related
assets.
The estimated useful lives of the office equipment is five years.
Depreciation is computed on a straight-line basis for financial
reporting purposes and on ACRS for income tax purposes.
<PAGE>
MAINTENANCE AND REPAIRS - Maintenance and repairs are charged to
operations when incurred. Improvement and renewals are
capitalized. When property and equipment are sold or otherwise
disposed of, the asset account and related accumulated
depreciation account are relieved, and any gain or loss is
included in operations.
CARRYING VALUE OF MINING PROPERTIES - All mining properties will
be carried at cost.
PROVISION FOR TAXES - The Company has not made a profit to date
and is in the development stage with no ascertainable time table
for profitability, if ever, therefore no provisions have been
made for taxes or loss carryover benefit under FAS 109
guidelines.
NOTE -2 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment - at cost,
less accumulated depreciation:
Office equipment $6,448
Less: Accumulated depreciation (2,176)
_______
Total $4,272
=======
The Company incurred $8,733 rental expense under non-
cancelable operating leases during 1996. Future minimum lease
payments related to the lease are as follows:
1997 $ 10,377
1998 $ 10,377
1999 $ 6,918
________
Total $ 27,672
========
NOTE -3- SALE OF STOCK FOR CASH
In March 1995, the Company sold 500,000 shares of authorized but
unissued common stock for $1250 to an officer and director of the
Company.
NOTE -4- SALES OF STOCK FOR MINING LEASES
On August 19, 1994 the Company acquired options on certain gold
mining claims for a total price of $2,750,000 payable in shares
of the common stock of Caldera Corporation, Inc., par value
$0.0025, at the arbitrarily assumed market price of $1.00 per
share, upon exercising the option. This property will be
explored to determine if, and where, minerals mining may be
proven to be warranted on the property. The Company therefore
<PAGE>
recorded the transaction at par value, the price at which shares
had been sold to officers and directors of the Company.
NOTE -5- MINING LEASES ACQUISITIONS
in August 1994, the Company acquired options related to a group
of mining leases in Chile from a private company. The Company
issued 250,000 shares of common stock of Caldera Corporation,
Inc., par value $0.0025, at the arbitrarily assumed market price
of $1.00 per share. The Company therefore recorded the
transaction at par value, the price at which shares had been sold
to officers and directors of the Company. The option grants the
Company the right to prospect and test the property for
production if the option to purchase is exercised. If the
Company does not obtain sufficient financing within a specified
time period, the agreement may be terminated by the private
entities involved.
NOTE -6- The leases referred to in Note 4 relate to a group of
mining lease in Alaska acquired from a private Company that is
controlled by certain officers and directors of the Company. The
Company issued 250,000 shares of common stock of Caldera
Corporation, Inc., par value $0.0025, at the arbitrarily assumed
market price of $1.00 per share. The Company therefore recorded
the transaction at par value, the price at which shares had been
sold to officers and directors of the Company. The option grants
the Company the right to prospect and test the property for
production if the option to purchase is exercised. The Company
has not yet commenced to prospect these leases. If the Company
does not obtain sufficient financing within a specified time
period, the agreement may be terminated by the private entities
involved.
NOTE -7- STOCKHOLDER LOANS AND ADVANCES
At December 31, 1996, the Company owed $51,698 in demand notes at
9% from an affiliated company that is controlled by certain
officers and directors of the Company and from certain officers
and directors of the Company.
NOTE -8- ALASKA MINING LEASE DISPUTE
Au International Inc. was issued 2,500,000 shares of stock for
the option of a group of mining leases it held in Alaska. The
Company then paid the State of Alaska $ 41,560 as mining claim
lease expense. This is an annual rental fee which the State of
Alaska contested as not having been made in a timely manner on
December 21, 1994. Although the state of Alaska accepted the
rental payment the State then determined that the Company had not
filed its annual assessment affidavit correctly. The State
asserted this constituted an abandonment of all of its claims.
<PAGE>
Based upon this the State returned the rental payment of
$41,560.00 to the Company on December 4, 1995.
NOTE -9- LEGAL PROCEEDINGS
The Company is currently litigating the State of Alaska's
determination that the Company had not filed its annual
assessment affidavit correctly. The State asserted this
constituted an abandonment of all of its claims. This
determination is being contested by the Company by way of an
Appeal to the Appropriate Court in Alaska. An unfavorable
decision could result in the loss of the assets related to Alaska
Mining Leases.
Although not currently in litigation; management believes that
the current owners of the Beluga Mining Company feel that Caldera
has defaulted on the provisions of an option agreement between
the two companies by the failure to pay the rental fees of
Seventy Thousand ($70,000) dollars to the State of Alaska for
certain mining claims held by Beluga.
Management does not know of any other potential litigation
involving the Company which may be filed in the future. The
Company has hired Legal counsel to pursue its disputed Alaska
mining claims. Legal counsel at this time can not express an
opinion as to the outcome of this litigation. Management
believes it will prevail.
NOTE -10- SUBSEQUENT EVENTS
On April 26, 1997 at the Stockholder's Annual Meeting conducted
by the Company, the sale of all assets was approved. This sale
was made to a related party, Au International, Inc., which is
controlled by the insiders of Caldera Corporation. Au
International also assumed all related liabilities. This action
affects the Company's ability to continue as a going concern.
This action renders the Company assetless.
The Company also voted to reduce prorata without change in par
value, the number of shares outstanding as if a reverse split of
stock was done in the ratio of 1 to 100. Therefore outstanding
common stock is reduced from 16,625,000 shares to 166,250 shares.
This was effective June 30, 1997.
<PAGE>
1997 Non-Qualified Stock Option Plan
Caldera Corporation, a Florida corporation (the
"Company"), hereby adopts this 1997 Non-Qualified Stock Option
Plan (the"Plan"), this 30th day of June, 1997, under which
options to acquire stock of the Company may be granted from time
to time to employees and consultants of the Company or its
subsidiaries. In addition, at the discretion of the board of
directors, options to acquire stock of the Company may from time
to time be granted under this Plan to other individuals who
contribute to the success of the Company or its subsidiaries and
are not employees of the Company, all on the terms and conditions
set forth herein.
1. PURPOSE OF THE PLAN. The Plan is intended to aid the
Company in maintaining and developing a management team,
attracting qualified officers and employees capable of assisting
in the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company.
It is designed to aid the Company in retaining the services of
executives and employees and in attracting new personnel when
needed for future operations and growth and to provide such
personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or
increase a proprietary interest in the Company. It is also
designed to permit the Company to reward those individuals who
are not employees of the Company but who are perceived by
management as having contributed to the success of the Company or
who are important to the continued business and operations of the
Company. The above aims will be effectuated through the granting
of options ("Options") to purchase shares of common stock of the
Company, par value $0.10 per share (the "Stock"), subject to the
terms and conditions of this Plan.
2. EFFECTIVE DATE. The Plan shall become effective
immediately on adoption by the board of directors of the Company
(the "Board").
3. ADMINISTRATION OF THE PLAN. Administration of the Plan
shall be by the Board. Subject to compliance with applicable
provisions of the governing law, the Board may delegate
administration of the Plan or specific administrative duties with
respect to the Plan, on such terms and to such committees of the
Board as it deems proper; provided however, that if less than the
entire Board is administering the Plan or grants under the Plan,
action may be taken only by a committee of two or more
"disinterested directors" as that term is defined in Rule 16b-3,
and the regulations and releases thereunder all as promulgated by
the Securities and Exchange Commission under authority of the
<PAGE>
Exchange Act of 1934, as amended. Any Option approved by the
Board shall be approved by a majority vote of those members of
the Board in attendance at a meeting at which a quorum is
present.
Any Option approved by a committee designated by the Board shall
be approved as specified by the Board at the time of delegation.
The interpretation and construction of the terms of the Plan by
the Board or a duly authorized committee shall be final and
binding on all participants in the Plan absent a showing of
demonstrable error. No member of the Board or duly authorized
committee shall be liable for any action taken or determination
made in good faith with respect to the Plan.
4. SHARES OF STOCK SUBJECT TO THE PLAN. A total of five
hundred thousand (500,000) shares of Stock may be subject to, or
issued pursuant to, Options granted under the terms of this Plan.
Any shares subject to an Option under the Plan, which Option for
any reason expires or is forfeited, terminated, or surrendered
unexercised as to such shares, shall be added back to the total
number of shares reserved for issuance under the terms of this
Plan, and if any right to acquire Stock granted under the Plan is
exercised by the delivery of shares of Stock or the
relinquishment of rights to shares of Stock, only the net shares
of Stock issued (the shares of Stock issued less the shares of
Stock surrendered) shall count against the total number of
shares reserved for issuance under the terms of this Plan.
5. RESERVATION OF STOCK ON GRANTING OF OPTION. At the
time of granting any Option under the terms of this Plan, there
will be reserved for issuance on the exercise of the Option the
number of shares of Stock of the Company subject to such Option.
The Company may reserve either authorized but unissued shares or
issued shares that have been reacquired by the Company.
6. ELIGIBILITY. Options under the Plan may be granted to
employees, including officers, and directors of the Company or
its subsidiaries, as may be existing from time to time, and to
other individuals who are not employees of the Company, but
performed bona fide services to the Company, as may be deemed in
the best interest of the Company by the Board or a duly
authorized committee. Such Options shall be in the amounts, and
shall have the rights and be subject to the restrictions, as may
be determined by the Board or a duly authorized committee, all as
may be within the general provisions of this Plan.
7. TERM OF OPTIONS AND CERTAIN LIMITATIONS ON RIGHT TO
EXERCISE.
<PAGE>
(a) Each Option shall have the term established by the
Board or duly authorized committee at the time the Option is
granted but in no event may an Option have a term in excess of
five (5) years.
(b) The term of the Option, once it is granted, may be
reduced only as provided for in this Plan and under the written
provisions of the Option.
(c) Unless otherwise specifically provided by the written
provisions of the Option, no holder or his or her legal
representative, legatee, or distributee will be, or shall be
deemed to be, a holder of any shares subject to an Option unless
and until the holder exercises his or her right to acquire
all or a portion of the Stock subject to the Option and delivers
the required consideration to the Company in accordance with the
terms of this Plan and then only to the extent of the number of
shares of Stock acquired. Except as specifically provided in
this Plan or as otherwise specifically provided by the written
provisions of the Option, no adjustment to the exercise price or
the number of shares of Stock subject to the Option shall be made
for dividends or other rights for which the record date is prior
to the date the Stock subject to the Option is acquired by the
holder.
(d) Options under the Plan shall vest and become
exercisable at such time or times and on such terms as the Board
or a duly authorized committee may determine at the time of the
grant of the Option.
(e) Options granted under the Plan shall contain such other
provisions, including, without limitation, further restrictions
on the vesting and exercise of the Option, as the Board or a duly
authorized committee shall deem advisable.
(f) In no event may an Option be exercised after the
expiration of its term.
8. EXERCISE PRICE. The exercise price of each Option
issued under the Plan shall be determined by the Board or a duly
authorized committee on the date of grant.
9. PAYMENT OF EXERCISE PRICE. The exercise of any Option
shall be contingent on receipt by the Company of cash, certified
bank check to its order, or other consideration acceptable to the
Company; provided, that at the discretion of the Board or a duly
authorized committee, the written provisions of the Option may
provide that payment can be made in whole or in part in shares of
Stock of the Company, which Stock shall be valued at its then
fair market value as determined by the Board or a duly authorized
committee, or by the surrender or cancellation of other rights to
Stock of the Company. Any consideration approved by the Board or
<PAGE>
a duly authorized committee, that calls for the payment of the
exercise price over a period of more than one year shall provide
for interest, which shall not be included as part of the exercise
price, that is equal to or exceeds the imputed interest provided
for in section 483 of the Code or any amendment or successor
section of like tenor.
10. WITHHOLDING. If the grant or exercise of an Option
pursuant to this Plan is subject to withholding or other trust
fund payment requirements of the Code or applicable state or
local laws, such requirements may, at the discretion of the Board
or a duly authorized committee and to the extent permitted by the
terms of the Option and the then governing provisions of the Code
and the Exchange Act, be met (I) by the holder of the Option
either delivering shares of Stock or canceling Options or other
rights to acquire Stock with a fair market value equal to such
requirements; (ii) by the Company withholding shares of Stock
subject to the Option with a fair market value equal to such
requirements; or (iii) by the Company making such withholding or
other trust fund payment and the Option holder reimbursing the
Company such amount paid within 10 days after written demand
therefor from the Company.
11. DILUTION OR OTHER ADJUSTMENT. In the event that the
number of shares of Stock of the Company from time to time issued
and outstanding is increased pursuant to a stock split or a stock
dividend, the number of shares of Stock then covered by each
outstanding Option granted hereunder shall be increased
proportionately, with no increase in the total purchase price of
the shares then so covered, and the number of shares of Stock
subject to the Plan shall be increased by the same proportion.
In the event that the number of shares of Stock of the Company
from time to time issued and outstanding is reduced by a
combination or consolidation of shares, the number of shares of
Stock then covered by each outstanding Option granted hereunder
shall be reduced proportionately, with no reduction in the total
purchase price of the shares then so covered, and the number of
shares of Stock subject to the Plan shall be reduced by the same
proportion. In the event that the Company should transfer assets
to another corporation and distribute the stock of such other
corporation without the surrender of Stock of the Company, and if
such distribution is not taxable as a dividend and no gain or
loss is recognized by reason of section 355 of the Code or any
amendment or successor statute of like tenor, then the total
purchase price of the Stock then covered by each outstanding
Option shall be reduced by an amount that bears the same ratio to
the total purchase price then in effect as the market value of
the stock distributed in respect of a share of the Stock of the
Company, immediately following the distribution, bears to the
aggregate of the market value at such time of a share of the
<PAGE>
Stock of the Company plus the stock distributed in
respect thereof. In the event that the Company distributes the
stock of a subsidiary to its shareholders, makes a distribution
of a major portion of its assets, or otherwise distributes
significant portion of the value of its issued and outstanding
Stock to its shareholders, the number of shares then subject to
each outstanding Option and the Plan, or the exercise price of
each outstanding Option, may be adjusted in the reasonable
discretion of the Board or a duly authorized committee. All such
adjustments shall be made by the Board or duly authorized
committee, whose determination upon the same, absent demonstrable
error, shall be final and binding on all participants under the
Plan. No fractional shares shall be issued, and any fractional
shares resulting from the computations pursuant to this section
shall be eliminated from the respective Option. No adjustment
shall be made for cash dividends, for the issuance of additional
shares of Stock for consideration approved by the Board, or for
the issuance to stockholders of rights to subscribe for
additional Stock or other securities.
12. OPTIONS TO FOREIGN NATIONALS. The Board or a duly
authorized committee may, in order to fulfill the purposes of
this Plan and without amending the Plan, grant Options to foreign
nationals or individuals residing in foreign countries that
contain provisions, restrictions, and limitations different from
those set forth in this Plan and the Options made to United
States residents in order to recognize differences among the
countries in law, tax policy, and custom. Such grants shall be
made in an attempt to provide such individuals with essentially
the same benefits as contemplated by a grant to United States
residents under the terms of this Plan.
13. ASSIGNMENT. No Option granted under this Plan shall be
transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined in the Code. Except as permitted by the foregoing,
each Option granted under the Plan and the rights and privileges
thereby conferred shall not be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or
otherwise), and shall not be subject to execution, attachment, or
similar process. On any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of the Option, or of any right
or privilege conferred thereby, contrary to the provisions
thereof, or on the levy of any attachment or similar process on
such rights and privileges, the Option and such rights and
privileges shall immediately become null and void.
14. EFFECT OF TERMINATION OF EMPLOYMENT. In the event that
any holder is terminated or resigns from his or her position with
the Company or a subsidiary within six months of the grant of an
<PAGE>
award, any unexercised portion of such Option shall immediately
become null and void and such holder shall have no further rights
thereunder. In the event that any officer or employee of the
Company or a subsidiary is terminated at any time for, in the
determination of the Board or a duly authorized committee, gross
negligence in the performance of his or her duties, substantial
failure to meet written standards established by the Company for
the performance of his or her duties, criminal misconduct, or
willful or gross misconduct in the performance of his or her
duties, the Board or a duly authorized committee may cancel any
and all rights such individual may have in the unexercised
portion of any Option held at the time of termination. The Board
or a duly authorized committee may, at the time of the grant of
the Option, establish any other restrictions on the exercise of
such Option subsequent to the termination or resignation of any
individual that it deems appropriate. The foregoing paragraph
shall not apply to consultants who are issued options.
15. LISTING AND REGISTRATION OF SHARES. Each Option shall
be subject to the requirement that if at any time the Board shall
determine, in its sole discretion, that it is necessary or
desirable to list, register, or qualify the shares covered
thereby on any securities exchange or under any state or
federal law, or obtain the consent or approval of any
governmental agency or regulatory body as a condition of, or in
connection with, the granting of such Option or the issuance or
purchase of shares thereunder, such Option may not be exercised
in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Board.
16. EXPIRATION AND TERMINATION OF THE PLAN. The Plan may
be abandoned or terminated at any time by the Board or a duly
authorized committee except with respect to any Options then
outstanding under the Plan. The Plan shall otherwise terminate
on the earlier of the date that is: (I) ten years after
the date the Plan is adopted by the Board; or (ii) ten years
after the date the Plan is approved by the shareholders of the
Company.
17. FORM OF OPTIONS. Options granted under the Plan shall
be represented by a written agreement which shall be executed by
the Company and the holder and which shall contain such terms and
conditions as may be determined by the Board or a duly authorized
committee and permitted under the terms of this Plan.
18. NO RIGHT OF EMPLOYMENT. Nothing contained in this Plan
or any Option awarded pursuant to this Plan shall be construed as
conferring on a director, officer, or employee any right to
continue or remain as a director, officer, or employee of the
Company or its subsidiaries.
<PAGE>
19. AMENDMENT OF THE PLAN. This Plan may not be amended
more than once during any six month period, other than to comport
with changes in the Code or the Employee Retirement Income
Security Act or the rules and regulations promulgated thereunder.
Subject to the foregoing and the limitations, the Board or a duly
authorized committee may modify and amend the Plan in any
respect.
Caldera Corporation
By:/S/Richard R. Cook, President
ATTEST:
The undersigned hereby attests to this Caldera
Corporation 1997 Non-Qualified Stock Option Plan.
Caldera Corporation
By:/S/Donald S Thayer, Secretary
